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原版英文公司章程(參考版)

2025-07-02 00:34本頁(yè)面
  

【正文】 (b)Any two or more certificates representing shares of any one class held by any member may at his request be cancelled and a single new certificate for such shares issued in lieu without charge. If any member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two or more share certificates representing such shares in such proportions as he may specify, the Directo。57.Payment of CommissionThe Company may exercise the powers of paying mission conferred by the Acts. Subject to the provisions of the Acts, any such mission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also, on any issue of shares, pay such brokerage as may be lawful.SHARE CERTIFICATES8.Issue of CertificatesEvery member shall be entitled without payment to one certificate for all the shares of each class held by him or several certificates each for one or more of his shares upon payment for every certificate after the first of such reasonable sum as the Directors may determine provided that the Company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate to one joint Holder shall be a sufficient delivery to all of them. Every certificate shall be sealed with the Seal and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up thereon. No certificate shall be issued representing shares of more than one class.9.Balance and Exchange Certificates(d)Provided the directors are authorised to allot shares under Sectionof this Article, the Directors may from time to time grant options to subscribe for the unallotted shares in the capital of the Company to persons in the service or employment of the Company or any subsidiary or associated pany of the Company (including Directors holding executive offices) on such terms and subject to such conditions as the members of the Company in general meeting may from time to time approve.(a)The shares shall be at the disposal of the Directors, and they may (subject to the provisions of the Acts) allot, grant options over or otherwise dispose of them to such persons on such terms and conditions and at such times as they may consider to be in the best interests of the Company and its shareholders.(e)The Directors may serve any notice pursuant to the terms of this Article irrespective of whether or not the Holder on whom it shall be served may be dead, bankrupt, insolvent or otherwise incapacitated and no such incapacity or any unavailability of information or inconvenience or hardship in obtaining the same shall be a satisfactory reason for failure to ply with any such notice provided that if the Directors in their absolute discretion think fit, they may waive pliance in whole or in part with any notice given under this Article in respect of a share in any case of bona fide unavailability of information or genuine hardship or where they otherwise think fit but no such waiver shall in any way prejudice or affect any pliance not so waived whether by the Holder concerned or any other joint Holder of the share or by any person to whom a notice may be given at any time.shall be contingent upon disclosure of certain facts pursuant to a notice given pursuant to paragraph (a).and (b)4(iii)(iii)any arrangements (whether legally binding or not) entered into by him or any person having any beneficial interest in the share whereby it has been agreed or undertaken or the Holder of such share can be required to transfer the share or any interest therein to any person (other than a joint Holder of the share) or to act in relation to any meeting of the Company or of any class of shares of the Company in a particular way or in accordance with the wishes or directions of any other person (other than a person who is a joint Holder of such share).(ii)if his interest in the share does not consist of the entire beneficial interest in it, the interests of all persons having any beneficial interest in the share (provided that one joint Holder of a share shall not be obliged to give particulars of interests of persons in the share which arise only through another joint Holder)。(i)his interest in such share。above, any change in the rights to dividends attaching to any class of shares shall be deemed to be a variation or abrogation of those rights for the purposes of paragraph (a).4.Trusts Not RecognisedExcept as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be pelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provide) any other rights in respect of any share except an absolute right to the entirety thereof in the Holder: this shall not preclude the Company from requiring the members or a transferee of shares to furnish the Company with information as to the beneficial ownership of any share when such information is reasonably required by the Company.5.Disclosure of Beneficial Ownership3(a)Whenever the share capital is divided into different classes of shares, the rights attached to any class may be varied or abrogated with the consent in writing of the Holders of threefourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the Holders of the shares of the class and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a windingup. Except prov
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